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Wednesday, April 25, 2012

Citigroup: Spanked by Stockholders

In April 2012, Citigroup’s shareholders voted against the bank’s proposed $15 million compensation for the CEO, Vikram Pandit. This was the first time a majority on a stockholder vote—in this case, 55 percent—united in opposition to what the New York Times calls “outsized compensation at a financial giant.” Shortly thereafter, a major stockholder sued Citigroup for breach of fiduciary duty (owed to the stockholders) for excessive executive compensation. Nevertheless, the prognosis is not so bad for the “top brass” on Wall Street; they need not worry unless the votes were to become binding and managements were barred from voting proxies.

For one thing, the vote, taken as required by the Dodd Frank Financial Reform Act of 2010, was non-binding. “After the vote, Richard D. Parsons, who is retiring as Citigroup chairman, said that he takes the vote seriously and Citi's board will carefully consider it.” It is odd, to say the least, that the agents of the owners would just “carefully consider” a majority vote of stockholders. Anything less than binding contradicts principal-agent theory. Lest it be argued that the business judgment rule ought to trump property rights, the question of the total compensation for the “top five” positions at the bank does not hinge on technical expertise in management. Moreover, it could be argued that in a economic system based on private property, that the property rights trump even the expertise of hired managers.

Secondly, the problem for stockholders voting no may have had more to do with the relationship to performance than that the pay level itself was too high. “The company has been flatlining,” said Mike McCauley, a senior officer at the Florida State Board of Administration, which voted its 6.4 million shares against the plan. “The plan put forth reveals a disconnect between pay and performance,” he continued. Calpers, the California state pension fund, also voted against the plan. The issue for Calpers “was whether pay was linked to performance and whether those targets were spelled out and sustainable over the long term,” said Anne Simpson, director of corporate governance for Calpers, which owns 9.7 million Citigroup shares. “Citi was found wanting on both,” she said. “If you reward them for focusing on high-risk, short-term profits, that's what you get, and that's how the financial crisis caught fire.” In other words, the issue was not necessarily excessive pay on Wall Street; rather, the perceived culprit was a reckless design of compensation incentives resulting in excessive risk.

Therefore, I do not agree with the New York Times, which relates the negative vote at Citigroup to the wealth-inequality protests in the Occupy Wall Street movement. That American CEOs continued to make far more proportionately than workers than was the case in Europe was besides the point. The majority of Citigroup’s shareholders were trying to make sure that Citigroup would not go the way of Bear Stearns and Lehman Brothers.


Jessica Greenberg and Nelson Schwartz, “Shareholders in Citigroup Reject Executive Pay Plan,” The New York Times, April 18, 2012.